These terms and conditions are incorporated in all written Purchase Orders to CROWN ENGINEERING CORPORATION, its affiliates, or subsidiaries (collectively referred to as “Seller”), for the sales of goods to Vendor of the price at which Seller is prepared to sell product (“Product”) to Vendor. All sales are subject to the Seller’s issuance of a sale confirmation in the form of an “Acknowledgement” and these Terms and Conditions are incorporated and become a part therein (collectively, the “Contract”). The Contract constitutes the entire agreement between the parties thereto, except as modified in writing signed by both Seller and Vendor. Any terms in any purchase order from Vendor, which are either different from or additional to Seller’s conditions of sale in the Contract, are excluded unless Seller expressly agrees in writing to such terms. Acceptance of the goods shipped by Seller shall constitute acceptance of Seller’s Terms and Conditions in this Contract. This Contract shall be binding upon Vendor and Seller, and on their successors and assigns.

ACCEPTANCE AND APPROVAL OF PURCHASE ORDER.An Acknowledgement from Seller for the sale of Products shall not be considered an offer, but the basis for a purchase order from Vendor which is subject to acceptance by Seller. Seller’s acceptance of the purchase order on these Terms and Conditions occurs when Seller forwards an Acknowledgement to Vendor.

CREDIT TERMS.Credit terms must have the approval of Seller in writing. If Vendor’s financial responsibility becomes impaired or unsatisfactory to Seller, Seller reserves the right to stop shipment on notification to Vendor, with a demand for payment in advance or at time of delivery for future deliveries or to require other security satisfactory to Seller, and in the absence thereof, to cancel the unfilled portion of the Contract. Seller will notify Vendor promptly of its decision to stop shipments and give an advance notice to the extent this is possible. In the absence of credit terms, sales are for cash only.

Unless otherwise set forth in writing, payment for Product shall be made thirty (30) days from the date of invoice. Vendor agrees to make payment in US Dollars via check, credit card, or ACH.

If Vendor desires to cancel or change any portion of this Contract, Vendor must make such request in writing to Seller. Seller may, in its sole discretion, accept or reject any such request. In the event a cancellation is accepted, Vendor shall be responsible for all reasonable costs (including, without limitation, expenses and commitments to Seller’s suppliers and subcontractors) incurred by Seller prior to Seller’s receipt of the cancellation request. Orders for custom, special or non-standard products or services are final and non-cancelable. Seller reserves the right to make a cancellation charge in the event Vendor cancels an order placed in Seller’s shipping schedule and confirmed by Seller in a Sale Confirmation. Seller reserves the right to cancel a Contract Order in whole or in part if, in Seller’s judgment, Vendor’s financial condition does not justify the terms of payment specified.

Prices are subject to change without notice. Orders specifying special palletizing or packaging will involve special charges. Freight, customs fees, tariffs, VAT, duties, freight forwarder fees, consular fees, taxes, however designated and all other costs after shipment are Vendor’s obligations. Seller will bill Vendor for all applicable taxes, unless Vendor provides an exemption certificate, and provided that, if Seller is not registered to collect and remit sales and/or use taxes in the jurisdiction where product is shipped at Vendor’s request, then Vendor hereby covenants and agrees that it shall pay and remit all applicable VAT, sales and/or use taxes to the proper taxing authority and shall indemnify Seller from any liability related to the payment, underpayment or nonpayment thereof.

All shipping charges will be for Vendor’s account. Products will be packed or packaged for shipment in accordance with Seller’s standard commercial practices. Vendor expressly agrees that time is not of the essence.

TITLE & RISK OF LOSS.Unless otherwise agreed to in writing, title to products transfers upon delivery to Vendor at the EXW point of shipment as set forth in the Acknowledgement. All risk of loss and insurance responsibilities pass to Vendor upon delivery by Seller to a shipping agent or carrier.

EXPORT LICENSES AND PERMITS. Vendor shall be responsible for procuring all applicable import licenses and complying with all import regulations.

IN TRANSIT CLAIMS.Unless otherwise agreed to in the Acknowledgement, claims for damage or shortage in transit must be made against the carrier by the Vendor according to the terms of the Contract. 

Notice of claims against Seller hereunder for any reason, including breach of warranty, must be made to Seller in writing within 48 hours of discovery to afford Seller an opportunity to make a prompt investigation of surrounding facts and mitigate any damages which might incur. Failure to give such notice to Seller shall constitute a waiver by Vendor of any right later to assert such a claim.

Returned Product shall be accepted for credit if in saleable condition and only with Seller’s prior written consent. Seller will assess charges for freight and any costs to restore such Product to the regular plant inventory.

Seller warrants: (a) title to each Product; (b) that the Product sold in this Contract conform to or exceed the specifications set forth in the Contract; and (c) all Products furnished hereunder shall be free of defects in material and workmanship under the normal service and use for which it was designed for a period of one (1) year after shipment, provided that if Product is stored then Product must be held in appropriate storage conditions or this warranty will be void. Seller’s obligation under this warranty is limited to furnishing or repairing part(s) as determined by Seller to be defective. Vendor must notify Seller promptly and within the warranty period of any claim under this warranty. Seller’s warranty extends only to the first Vendor of a Product from Seller or Seller’s authorized distributor. All goods not manufactured by Seller are warranted only to the extent of the warranties of the original manufacturer. Notwithstanding the foregoing, Seller shall have no obligation hereunder if Product becomes defective in whole or in part as a result of the improper storage, improper use or misapplication of the Product after delivery to Vendor.

SELLER MAKES NO WARRANTY OF FITNESS, SUITABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NO OTHER WARRANTY, WHETHER EXPRESS OR ARISING BY OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE IMPLIED, SHALL EXIST IN CONNECTION WITH SELLER’S PRODUCT OR ANY SALE OR USE THEREOF. THE FOREGOING WILL BE THE SOLE AND EXCLUSIVE REMEDY WHETHER IN CONTRACT, TORT, OR OTHERWISE, & SELLER WILL NOT BE LIABLE FOR INJURIES OR DAMAGES CAUSED BY ANY NEGLIGENCE OF VENDOR. IN NO EVENT WILL SELLER BE LIABLE FOR ANY SPECIAL, PUNITIVE, INCIDENTAL OR CON-SEQUENTIAL DAMAGES OR COMMERCIAL LOSSES, INCLUDING LOSS OF PROFITS, OR GOODWILL EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.

LIMITATION OF LIABILITY.Vendor hereby waives any responsibility or liability of Seller and the respective directors, officers, employees and agents arising from tort. In the event that Seller is, for any reason, deemed liable to the Vendor, the amount of damages recoverable by Vendor shall not exceed Vendor’s actual damages as limited by this Contract and Seller shall not be required to pay to Vendor actual damages in excess of the total amount actually paid by Vendor under this Contract.

FABRICATION TO VENDOR’S SPECIFICATIONS.To the extent Product is fabricated to Vendor’s specifications, Vendor warrants and represents that: (i) Product will be fit for the purpose for which it is intended; (ii) Product will conform to all standards prescribed by law, including, without limitation, all requirements of the Occupational Safety and Health Act of 1970, as amended; and (iii) manufacture and sale of such Product by Seller will not be unlawful or result in any infringement or alleged infringement of any third party intellectual property rights.

Vendor will ensure that the goods, services, and all related information covered by the Contract, including but not limited to patent, copyright, design and manufacturing information, which Vendor receives from Seller (“Confidential Information”) will be kept in strict confidence. Vendor will exercise all reasonable precautions to prevent unauthorized disclosure of Confidential Information to any third party. Vendor will not use the Confidential Information for any purpose other than for executing its obligations under this Contract.

Vendor acknowledges and agrees that all patents and patentable ideas, trademarks, copyrights, mask work rights, molds and tools created by Seller in its performance of this Contract shall be the sole and exclusive property of Seller, and Vendor shall have no claim or right to the title or ownership of any such intellectual property created by Seller. Further, to the extent that title or ownership to any such intellectual property may vest in Vendor by operation of law, Vendor hereby irrevocably agrees to assign to Seller all right, title and interest in and to such intellectual property.

Vendor shall indemnify, defend and hold harmless Seller from and against any claim, liability, loss, damage, settlement, penalty, costs or expenses incurred by Seller arising from any claim resulting from: (a) any breach of the warranties contained in Article 16 of these Terms and Conditions; (b) Vendor’s use of Product(s) or incorporation of Products sold hereunder in any item produced or manufactured by Vendor; and/or (c) any other claim resulting from Seller’s design or manufacture of Products to specifications provided by Vendor.

This Contract shall be governed by and shall be interpreted in accordance with and governed by the laws in force in the State of New Jersey. Any dispute regarding an Accepted Order shall be resolved in a court of competent jurisdiction in the County of Monmouth, State of New Jersey, and Vendor consents to the personal jurisdiction of any court in the County of Monmouth, State of New Jersey.

The following Articles shall survive termination or cancellation of this Contract or an Accepted Order: 4, 7, 10, 11, 13, 15, 16, 17, 18, 19, 20, 21, 22, 23, and 24.

Seller reserves the right to change these Terms and Conditions at any time by publishing revised Terms and Conditions on Seller’s website. The revised Terms and Conditions shall immediately become effective for all sales made after such publication.

If all or any part of one or more of the provisions of this Contract is or becomes invalid, illegal or unenforceable in any jurisdiction, the remaining parts or provisions of this Contract shall be, as to such jurisdiction, severable and: (a) the validity, legality or enforceability of such remaining parts or provisions shall not in any way be affected or impaired by the severance of the parts or provisions severed; and (b) the invalidity, illegality or unenforceability of all or any part or any provision of this Contract in any jurisdiction shall not affect or impair such part or provision or any other provisions of this Contract in any other jurisdiction.

No failure or delay on the part of a party in exercising any right or power under this Contract shall operate as a waiver, nor shall any single or partial exercise of any such right or power preclude any other or further exercise of that right or power or the exercise of any other right or power under this Contract.